CORPORATE GOVERNANCE REPORT
In this dynamic environment, shareholders across the globe have keen interest in the performance of the Companies and thus good Corporate Governance is of paramount importance for the Companies seeking to distinguish themselves in the global footprint. Corporate Governance broadly refers to a set of rules and practices designed to govern the behaviour of corporate enterprises. It refers to a system by which Companies are governed, controlled and managed.
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
The Company's Corporate Governance System is based on certain key principles including fairness and integrity, transparency and disclosure, accountability, equal treatment to all the shareholders and social responsibility. The Company strongly believes in enhancing the stake holder's values through good corporate governance. The Company in its pursuit of attaining the norms and requirements of a formal code of Corporate Governance has complied with Clause 49 of the Listing Agreement and follows the fair and legal procedures prescribed under the Companies Act, 2013 and other allied laws for the transaction of business by a corporate entity.
The Company has adopted an appropriate Corporate Governance Framework to ensure timely and accurate disclosure of all material matters, including financial position, performance, ownership and governance. Accordingly, this Company's philosophy extends beyond what is being reported under this Report and it has been the Company's constant endeavor to attain die highest levels of Corporate Governance.
The Company believes and follows the Committee system of governance for smooth, purposeful and effective functioning.
COMPOSITION OF BOARD OF DIRECTORS:
A. BOARD MEMBERSHD7 CRITERIA:
The members of the Board of Directors of the Company are expected to possess the required expertise, skill and experience to effectively manage and direct the Company in order to attain its organizational goais. They are expected to be persons with vision, leadership qualities, a strategic bent of mind, proven competence and integrity.
B. COMPOSITION AND CATEGORY:
The Board of Directors of the Company has an optimum combination of Executive, Non Executive and Independent Directors as on 31s1 March, 2015 so as to have a balanced Board Structure and preserve and to maintain the independence of the Board. Your Company is managed and guided by a professional Board comprising of 6 Directors out of which 2 Directors are Executive Directors and 4 Directors are Non-Executive and Independent Directors including One Women Director. The Chairman of the Board of Directors of the Company is Dr. Shaiiendra P. Mittal (DIN 00221661), Whole Time Director and Chief Finance Officer.
Composition of the Board of Directors is in accordance witii the requirements of Clause 49(I)(A) of the Listing Agreement. As per Clause 49(1) (C) (ii) of the Listing Agreement, none
of the Directors on the Board is member of more than 10 Committees or act as Chairman of more than 5 Committees across all the Companies in which they are Directors. The same is also evidenced from the below given table.
The Composition and category of the Board of Directors of the Company as on 31ST March. 2015 is as follows;
C. PROFILE OF THE DIRECTORS BEING APPONTED / RE-APPOINTED ON THE BOARD:
Profile of the Directors being appointed Vre-appointed in the Annual General Meeting, is annexed to the Notice calling the meeting.
SHAREHOLDING OF NON EXECUTIVE DIRECTORS AS ON 31ST MARCH, 2014:
No Non-Executive Director is holding any share in the Company.
D. ATTENDANCE RECORD OF THE DIRECTORS:
The meetings of the Board of Directors are scheduled well in advance and generally held at the Company's Corporate Office in Mumbai. The Board meets at least once in every quarter to review the quarterly performance and financial results. The Board Members are also free to recommend inclusion of any other matter in the Agenda for discussion in the Board Meeting.
Agenda for each Board Meeting was sent along with notes on agenda items well in advance to all the Directors. At the Board meetings of the Company considering financial results, the Directors are being provided information stipulated in Clause 49 of the Listing Agreement. The Board has a formal schedule of matters reserved for its consideration, which includes review of the Company's performance. Matters discussed at these Board Meetings relate to among others, review of annual plan, quarterly results of the Company, Minutes of Meetings of Audit Committee, observations of the Audit Committee, statutory compliances by the Company, sale and purchase of investments etc.
CODE OF CONDUCT:
In compliances with the regulatory requirements and effective implementation of corporate governance practices, the Company has adopted Code of Conduct for Board of Directors and Senior Management in accordance with the Listing Agreement.
Trade-Wings Limited's Code of Conduct as adopted by the Board of Directors is applicable to the Directors, senior management and employees of the Company. The code is based on the principles of good corporate governance and good corporate citizenship. The Code covers the Company's commitment to healthy development, environment, safety, productive and healthy workplace for employees, legal compliance and leading by setting personal examples. Code of conduct is available on company's web site i.e. www.tradewings.in
Declaration affirming compliance of Code of Conduct
Ail the Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2014-2015. Declaration by the Managing Director under Clause 49(1) (D) of the Listing Agreement regarding adherence to the code of conduct is as under:
Declaration Pursuant to Clause 49 I D (ii) of the Listing Agreement regarding Code of Conduct signed by the Managing Director
I hereby affirm and declare on behalf of the Board that in compliances with the regulatory requirements and effective implementation of corporate governance practices, the Company has laid down a Code of Conduct for Board of Directors and Senior Management in accordance with the Listing Agreement and that all the Board Members and the Senior Management personnel have affirmed their Compliance and adherence with the provisions of the Code of Conduct for the financial year ended 3151 March, 2015.
Mr. Vinayak S. Ubhayakar Place: Mumbai (DIN: 00221822)
Date: 3rd September, 2015.
COMMITTEES OF THE BOARD:
Currently there are three Committees of the Board of Directors, namely Audit Committee. Stakeholders Relationship Committee and Nomination and Remuneration Committee. The terms of reference of these Committees are determined by the Board from time to time. Signed minutes of the Committees are placed before the Board for their information. The role andComposition of these Committees including the number of meetings held during the financial year are as follows:
I. AUDIT COMMITTEE:
The Company has constituted an Audit Committee which consists of minimum 3 Directors to assist the Board of Directors in discharging their individual and collective legal responsibilities. The composition, procedure rights, authority, obligations and role/function of the Audit Committee are in accordance with the requirements of the Listing Agreement and Section 177 (2) of the Companies Act, 2013. The primary objective of the Audit Committee of the Company is to monitor and effectively supervise the financial reporting process of the Company with a view to ensure accurate, timely and proper disclosures and transparency and integrity of financial reporting.
The present Audit Committee consists of three Members. Mr. R. Vaidhyanathan (DIN 02318827), is the Chairman of the Audit Committee, who is a Non-executive Independent Director having necessary and sufficient financial and accounting background.
The other two Members of the Audit Committee are Mr. Rajan N. Dani, (DIN 00221927) Non-executive Independent Director and Mr. Vinayak S. Ubhayakar (DIN 00221822), Managing Director of the Company. Mr. Dnyanesh D. Mulay, the Compliance Officer of the Company acted as the Secretary to the Audit Committee.
All the members of the Audit committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013 and Clause 49 of the Listing Agreement.
B) ROLE AND FUNCTION:
Pursuant to Clause 49 II (D) of the Listing Agreement, the roie or functions of present Audit Committee are following:
i) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
ii) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory Auditor/s and the fixation of audit fees.
iii) Approval of payment to Statutory Auditors/s for any other services rendered by them.
iv) Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:
a. Matters required to be included in the Directors' Responsibility Statement to be included in the Board's Report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956,
b. Changes, if any, in accounting policies and practices and reasons for the same,
c. Major accounting entries involving estimates based on the exercise of judgement by management.
d. Significant adjustments made in the financial statements arising out of audit findings,
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions, and
g. Qualifications in the draft audit report.
v) Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
vi) Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.). the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
vii) Reviewing with the management, performance of Statutory and Internal Auditors and adequacy of the internal control systems.
viii) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
ix) Discussion with internal auditors any significant findings and follow - up thereon.
x) Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
xi) Discussion with Statutory Auditors before the audit commences about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.
xii) To look into the reasons for substantial defaults in the payments to the depositors, debenture holders, share holders (in case of non-payment of declared dividends) and creditors.
xiii) To review the functioning of the Whistle Biower mechanism, in case the same is existing.
xiv) Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
xv) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The terms of reference of Audit Committee, in accordance with Section 177 of the Companies Act, 2013, includes the following:
1. the recommendation for appointment, remuneration and terms of appointment of auditors of the company:
2. Review and monitor the auditor's independence and performance and effectiveness of audit process;
3. Examination of financial statements & Auditors Report thereon;
4. to monitor and approve related party transactions including subsequent modifications thereof;
5. scrutiny of inter corporate loans and investments;
6. valuation of undertakings or assets wherever applicable;
7. evaluation of internal financial controls and risk assessments;
8. to monitor end use of funds raised through public offer whenever it takes place.
C) POWER OF THE AUDIT COMMITTEE:
As per Clause 49 11(C), the powers of Audit Committee shall include the following:
i) To investigate any activity within its terms of reference.
ii) To seek information from any employee
iii) To obtain outside legal or other professional advise
iv) To secure attendance of outsiders with relevant expertise, if it considers necessary.
D) AUDIT COMMITTEE MEETINGS:
During the financial year under review, the Audit Committee met 4 (Four) times. The dates on which the Audit Committee meetings were held were as follows:
24'" May, 2014 9th August, 2014 8,h November .2014 10lh February, 2015
II. STAKEHOLDERS' RELATIONSHD? COMMITTEE
Pursuant to the provisions of Section 179(5) of the Companies Act, 2013, Stakeholders' Relationship Committee , its constitution, composition, quorum requirements, frequency of meetings, terms of reference, role, powers, rights, authority and obligations are in conformity with the applicable provisions of the Companies Act, 2013 and the listing agreement.
A) ROLE AND FUNCTION:
The Company has always valued its investors' and stakeholders' relationships. In order to ensure the proper and speedy redressat of the Stakeholders grievances, the Committee was constituted. The major terms of reference of the Committee inter alia include:
i) to consider and resolve the grievances of the securities holders of the Company including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, etc.
ii) to ensure implementation and compliance of the Company's Code of Conduct for Prohibition of Insider Trading and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time
iii) to supervise the process relating to transfer, transmission, transposition, split, consolidation of securities
iv) to oversee the performance of the Company's Registrar & Share Transfer Agents
v) to make recommendations to improve service levels for stakeholders
vi) to carry out any other functions as authorized by the Board of Directors from time to time or as enforced by statutory / regulatory authorities.
The Committee comprised of two Non-executive Independent Directors. Mr. Rajan N. Dani (DIN: 00221927) is the Member Cum Chairman of the Committee and Mr. R. Vaidhyanathan (DIN: 02318S27) is the member of the Committee. Mr. Dnyanesh Mulay is the Compliance Officer of the Company.
C) COMMITTEE MEETINGS:
The meetings of the Stakeholder Relationship Committee were held from time to time and both the members of the Committee were present.
6 meetings of the Committee were held during the financial year 2014-2015. The dates of the meetings were as follows: 16* May, 2014 4* July. 2014 27* September, 2014 18* December, 2014 19* February, 2015 24* March, 2015
HI. NOMINATION AND REMUNERATION COMMITTEE
A) TERMS OF REFERENCE:
The terms of reference of Committee, inter alia, includes:
i) to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board of Directors (Board) their appointment and removal and shall carry out evaluation of every director's performance.
ii) to formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
iii) to formulate the criteria for evaluation of Independent Directors and the Board.
iv) to devise a policy on Board divers9£.
v) to determine, review and recommend to the Board, the remuneration of the Company's Managing/ Joint Managing/ Deputy Managing/ Whole time/ Executive Director(s), including all elements of remuneration package.
vi) to detuning, review and recommend to the Board, the remuneration of the Company's top executives/ senior management personnel who are one level below the Managing/ Joint Managing/ Executive Directors).
vii) to formulate, implement, supervise and administer the terms and conditions of the Employee Stock Option Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory/ regulatory guidelines.
viii) to carry out any other functions as authorized by the Board from time to time or as enforced by statutory/ regulatory authorities.
The Nomination and Remuneration Committee consisted of 3 (Three) members. The Chairman of the Committee is Mr. R. Vaidhyanathan (DIN: 02318827), Non-executive Independent Director. The other two members of Remuneration committee are Mr. Rajan N. Dani (DIN: 00221927) and Mr. A. G. Merchant (DIN 05228186). Both the members are Non-executive Independent Directors of the Company.
C) COMMITTEE MEETINGS:
The meetings of the Nomination and Remuneration Committee were held from time to time to decide appointment/re-appointment of Managerial Personnel and their remuneration package.
Meeting of the Nomination and Remuneration Committee was held on 27Ih March, 2015 to recommend and approve appointment of Ms. Jyoti Gupta (DIN : 07139260) as Additional Director pursuant to the provisions of second proviso to Section 149(1), Sections 152, 161 and all other applicable provisions, if any, of the Companies Act, 2013, Rule 3 and other applicable Rules of the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and payment of professional Fees as fixed by the Board from time to time.
D) REMUNERATION POLICY:
The remuneration of the Managing Director / Whole-time Directors are decided by the Nomination and Remuneration Committee based on the Company's performance vis-avis the industry performance / track record of the Managing DirectorAVhole-time Directors and the same is reported to the Board of Directors. The Company pays remuneration by way of salary, perquisites & allowances and commission to its entire Managing Director/ Whole-time Directors such mat the totai remuneration as decided by the Board of Directors in its absolute discretion does not exceed the limits prescribed in the Companies Act, 1956/ the Companies Act, 2013 which shall be duly approved by the Board and Members of the Company.
Trade-Wings Hotels Limited is Material non-listed Indian Subsidiary Companies as defined in Clause 49 of the Listing Agreement. As per the requirement of Clause 49 of the Listing Agreement, Mr. Rajan N. Dani, Non-executive Independent Director of the Company, is also on the Board of Directors of Trade-Wings Hotels Limited.
MEANS OF COMMUNICATION TO SHAREHOLDERS:
• The quarterly, half-yearly and annual results of the Company are regularly submitted to the Stock Exchanges where the securities of the Company are listed pursuant to the Listing Agreement requirements and published in leading newspapers in India which include Times of India (English Newspaper) and Pudhari (Marathi Newspaper) published from Goa where the Registered Office of the Company is situated and the same is displayed on Company's website i.e. www.tradewings.in
• The Company is also submitting the results and shareholding pattern to the Stock Exchange which can be accessed on the website of BSE at www.bseindia.com and the same is displayed on Company's website i.e. www.tradewings.in
• The Company has not made any presentation to the institutional investors or analysts during the year under review,
GENERAL SHAREHOLDERS' INFORMATION:
i. Registered Office: 6, Mascarenhas Building., Mahatma Gandhi Road, Panaji, Goa, 403001 Email: firstname.lastname@example.org
iii. Financial Year:
The Financial year is from Is' April, 2014 to 31 "March, 2015.
Tentative Financial Calendar:
Quarterly Results will be declared as per the following tentative schedule
Unaudited results for the quarter ending 30* June, 2015 : End of July, 2015
Unaudited results for the quarter ending 30,h September, 2015 : End of October, 2015
Unaudited results for the quarter ending 31s1 December, 2015 : End of January, 2016
Audited results for the quarter/year ending 31* March, 2016 : End of May, 2016
iv. Date of Book Closure: Wednesday, 23rd September, 2015 to Wednesday, 30,h September, 2015 (both days inclusive)
v. Dividend Payment Date: Not Applicable
vi. Listing on Stock Exchanges:
The shares of the Company are listed on BSE Limited (BSE). The Company has paid the Annual Listing Fees for the financial year 2014 - 2015 to BSE.
vii. Stock codes:
Type Form Stock Exchange/Depository Code/ISIN No.
Equity Physical Bombay Stock Exchange Limited 509953
Equity Demat NSDL/CDSL 1NE961E0I017
x. Registrar and Share Transfer Agents:
Name Bigshare Services Private Limited
Address E-2/3, Ansa Industrial Estate, Saki Vihar Road, Andheri East, Mumbai - 400 072
Tel. No. / Tel- (022) 2847 0652
Fax. No. Fax - 2847 5207
xi. Share Transfer System:
For expediting the process of transfer of shares and to approve the transfer of shares within the time stipulated in the Listing Agreement and the Companies Act, 2013, the Board has delegated the authority to Share Transfer Committee,.
The Company has appointed Bigshare Services Private Limited as its Registrar & Share Transfer Agent. The Shareholders send the share certificates alongwith the transfer deeds to the Company directly or to Bigshare Services Private Limited for processing and registration of transfers. Bigshare Sendees Private Limited processes the share transfer deeds and sends a register periodically to the Company giving therein the status of ali transfer requests.
The Company has duly obtained Certificates on half yearly basis from Practicing Company Secretary certifying due compliance with the formalities of share transfer as required under Clause 47(c) of the Listing Agreement and submitted the copy of the Certificate to BSE, where the securities of the Company are listed.
xiii. Detnaterialization of Shares and Liquidity:
As per the notification issued by the Securities and Exchange Board of India (SEBI) trading in the equity shares of the Company is permitted only in dematerialized form. As on 31'' March, 2015, 23,12,458 Equity Shares comprising of 77.08 % of the Company's Equity paid-up Share Capital is held in dematerialized form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
xiv. Outstanding GDRs / ADRs / Warrants or any Convertible Instruments: None
xv. Stock Option scheme: None
xvi. Plant Locations:
The company is in service sector and thus this clause is not applicable to the Company.
xvii. Address for Correspondence:
The Shareholders can address their queries or their request for transfer / transmission / dematerializations of shares etc at the following addresses:
Registrar & Share Transfer Agents
The Compliance Officer Trade-Wings Limited 6, Mascarenhas Building, M. G. Road, Panaji, Goa, 403 001 Email: email@example.com
Bigshare Services Private Limited
E - 2 & 3, Ansa Industrial Estate, Saki ViharRoad, Andheri (East), Mumbat-400 072. Tel. No. 022 - 2847 0652.
CHAIRMAN OF THE BOARD:
The Company has an Executive Chairman and hence, the requirement pertaining to reimbursement of expenses to a Non - Executive Chairman does not arise. The Company ensure that all the person being appointed as Independent Director of the Company have the requisite qualifications and experience which would be of use to the Company and which, in the opinion of the Company, would enable them to contribute effectively to the Company in their capacity as Independent Directors.
NOMINATION AND REMUNERATION COMMITTEE:
The Company has set up a Nomination and Remuneration Committee as per the details under Item no.3 (III) of this Report.
The Company's quarterly and half-yearly results are furnished to the Stock Exchange and are also published in the newspapers and also displayed on the web site of the company i.e. www.tradewings.in therefore results were not separately sent to the Members.
There are no audit qualifications in the Audit Report for the financial year under review.
TRAINING OF BOARD MEMBERS:
No training is provided to the Board Members as on date of this Report.
MECHANISM FOR EVALUATING NON-EXECUTIVE BOARD MEMBERS:
No formal mechanism for evaluation of the performance of Non-executive Directors is in place as on date of this Report.
WHISTLE BLOWER POLICY:
As mentioned in point No.5 (c) of Mandatory Requirements above.
For and on behalf of the Board of Directors
Dr. Shailendra Mittal
Chairman, Whole-Time Director and Chief Finance Officer
Date: 3rd September, 2015